1. Acceptance of Terms
Reading Elephant LLC provides its educational resources subject to the following Terms of Service (TOS). Reading Elephant’s TOS may be updated from time to time. Please bookmark our Terms of Service page to read the most current version of our TOS. Your use of the Reading Elephant website and any purchased resources constitutes your agreement to the terms, notices, conditions and policies herein. All modifications to our TOS will be effective immediately and will replace all prior TOS. “You,” “licensee,” “classroom teachers,” “households,” and “educators” refers to the customer. “Our” and “Licensor” refers to Reading Elephant LLC. “The Asset,” “pdfs” and “product(s)” refers to educational resources purchased from Reading Elephant LLC’s shop.
– Since our products are digital, all products are non-refundable.
– You may use the pdfs for up to 36 students. For each subset of 36 students, you must purchase the product again.
– You must print/save the pdfs within 30 days of purchase. After 30 days, the links will expire and online access to the pdfs will expire. Please save the pdfs in a secure spot so you can access them continually.
– After 30 days from date of purchase, you will not have access to any new or updated educational resources available in Reading Elephant LLC’s shop, including any new pdfs. To get new or updated educational resources in Reading Elephant LLC’s shop after 30 days of purchase, you must re-purchase access to our shop/materials.
– Each educator must purchase a license on his/her own. School-wide and district-wide purchases are prohibited.
– You may not alter Reading Elephant LLC pdfs or content in any way.
– You may not claim Reading Elephant LLC pdfs or content as your own. You may not use Reading Elephant LLC pdfs on a digital platform that can claim the pdfs as their own.
– You may not sell Reading Elephant LLC pdfs or content. You may use Reading Elephant LLC pdfs and content for personal and professional noncommercial use only.
– You may not store, distribute or transmit Reading Elephant LLC pdfs on any other website or location, including, but not limited to, Dropbox, Facebook groups, forums, Mediafire, 4shared or email.
– You may not send Reading Elephant LLC pdfs digitally. You may use them on a shared screen for an online lesson or send them home with your student as a printed copy.
2. Description of Service
Reading Elephant LLC is a website provided to you, subject to the TOS. Reading Elephant LLC provides educational resources on the Reading Elephant website. Any new resources or features from Reading Elephant LLC are also subject to the TOS, unless explicitly stated otherwise.
You are responsible for obtaining access to the service, including any technical knowledge you need to access, download and save the pdfs in Reading Elephant LLC’s shop. You are responsible for obtaining internet service or any third party vendors you need to obtain the product. Reading Elephant LLC is not responsible for any third party vendor fees that allow you to access the product (such as internet service). Reading Elephant LLC is not responsible for any technical training you need to access the product, including, but not limited to, how to use email, how to login, how to
download and save, how to refresh your browser, how to check spam, how to print and how to enter the correct email address. Reading Elephant LLC is not responsible for any technology you need to access the product, including, but not limited to, a computer and a printer.
3. License Usage
A license grants access to the purchased Reading Elephant LLC Asset as well as permission to use the Asset for one household/classroom (with up to 36 students). To obtain the necessary permission, each educator using the Asset must have a license. Each Reading Elephant LLC license is valid for one household or educator or classroom teacher only (with up to 36 students). You are not permitted to share the Asset with another educator. Each license must be registered in the name of the educator using the license. You are not permitted to resale, distribute or transmit the Asset to parties outside the original household or classroom. A license grants you permission to access, download and save your purchased Reading Elephant LLC materials for up to 30 days. You may use your purchased Reading Elephant LLC educational resources indefinitely if you have already downloaded and saved them. After 30 days from time of purchase, Reading Elephant LLC will not reshare access to the Asset. If you want access to any new or updated educational resources, you must re-purchase a license. This License Agreement is made and effective as of the date of purchase by and between the licensee and Reading Elephant, LLC, a company organized and existing in the United States.
1. Licensee wishes to obtain a license to use of product (hereinafter, the “Asset”), and
2. Licensor is willing to grant to You a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement,
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:
1.1 “Agreement” means this License Agreement and TOS.
1.2 “Confidential Information” means information that:
a. is by its nature confidential;
b. is designated in writing by Licensor as confidential;
c. You knows or reasonably ought to know is confidential;
d. Information comprised in or relating to any Intellectual Property Rights of Licensor.
1.1 “You” and “Licensee” refers to the customer, including “classroom teachers,” “households,” and “educators.” “Our” and “Licensor” refers to Reading Elephant LLC. “The Asset” refers to the educational resources purchased from Reading Elephant LLC’s shop and provided by Licensor.
1.2 “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights.
1.3 “Term” means the term of this Agreement commencing on the Commencement Date or date of purchase.
2. License Grant
2.2 After purchasing the Asset, the Licensor grants to you a non-exclusive, non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the TOS set out in this Agreement.
2.2 One family may use the purchased resources within their household. Each classroom teacher may use the purchased resources for up to 36 students. For more than 36 students, classroom teachers must purchase an additional license. If schools want to use the product school-wide, schools must make sure each educator obtains a license on his/her own. You must register the license in your correct name. You are not permitted to share a license with another household, classroom, school or educational institution.
2.3 While registering for the Asset, you must provide accurate, complete contact information and name. You are responsible for providing us with updated, accurate and complete contact information and name for each licensee provided with the Reading Elephant LLC pdfs and content. If you fail to do so, we may terminate this agreement immediately, including your rights to access Reading Elephant LLC purchased materials. You are responsible for maintaining the security of your username and password, including your username/password confidentiality and integrity. You may not share your username or password information. Reading Elephant LLC may terminate the account of any username that we deem offensive or inappropriate.
3.1 You agree to pay Licensor the amount of the License Charge as specified at time of purchase.
4. Licensee’s Obligations
4.1 You cannot use the Asset for purposes other than as specified in this Agreement.
4.2 You may use the Asset for one household/classroom (with up to 36 students), provided that you take all necessary steps and impose the necessary conditions to ensure that you do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.
4.3 You will not distribute, sell, License or sub-License, let, trade or expose for sale the Asset to a third party.
4.4 No copies of the Asset are to be made other than as expressly approved by Licensor.
4.5 No changes to the Asset or its content may be made by Licensee.
4.6 You will provide technological and security measures to ensure that the Asset which you are responsible for is physically and electronically secure from unauthorized use or access.
4.7 You shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.
4.8 You may not claim the Asset as your own.
4.9 You may not store, distribute or transmit the Asset on any other website or location including, but not limited to, Dropbox, Facebook groups, forums, Mediafire, 4shared or email. You may not send the Asset digitally.
5.0 Intellectual Property Rights
5.1 All Intellectual Property Rights over and in respect of the Asset are owned by Licensor. You do not acquire any rights of ownership in the Asset.
6.0 Limitation of Liability
6.1 You acknowledge and agree that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement, or any use of the Asset by you or your employees; and you hereby release Licensor to the fullest extent from any such liability, loss, damage or claim.
7.1 Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement. In the event of a security breach, Reading Elephant LLC is not responsible or liable for any lost confidential information.
7.2 Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:
a. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
b. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization; or
c. is obtained by way of a breach through a third party. Reading Elephant LLC is not responsible or liable for any security breaches that may result in loss of confidential information.
7.3 This clause 7 will survive termination of this Agreement.
8.0 Disclaimers & Release
8.1 To the extent permitted by law, Licensor will in no way be liable to you or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.
8.2 The Asset is provided by Licensor on an “as is” basis.
8.3 Licensor will not be held liable by you in any way, for any loss, damage or injury suffered by you or by any other person related to any use of the Asset or any part thereof.
8.4 Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with your computer programs.
8.5 Licensor does not warrant that the Asset will function in any environment.
8.6 You acknowledge that:
a. The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and it is therefore the responsibility of Licensee to ensure that the Asset meets its own individual requirements.
b. After 30 days from date of purchase, you will not have access to any new or updated educational resources available in Reading Elephant LLC’s shop. To get new or updated educational resources in Reading Elephant LLC’s shop after 30 days of purchase, Licensee must re-purchase access to the Asset.
c. You must print/save the Asset within 30 days of purchase. After 30 days, the links will expire and your access to the Asset will expire.
8.7 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.
9.1 You must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:
a. Licensee use or reliance on the Asset,
b. any breach of the terms of this License Agreement by Licensee and
c. any other act of Licensee.
9.2 This clause 9 will survive termination of this Agreement.
10.1 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.
11.0 Governing Law
11.1 This Agreement will be construed by and governed in accordance with the laws of Texas. The Parties submit to exclusive jurisdiction of the courts of Denton County.
12.0 Headings for Convenience Only
12.1 The headings in this Agreement/TOS have no legal or contractual effect and are for convenience only.
13.1 This Agreement and the License granted herein commences upon the Commencement Date and is granted for the Term, unless otherwise terminated by Licensor in the event of any of the following:
a. if Licensee is in breach of any term of this License Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 7 days of Licensor’s notice of the same;
b. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or
c. Licensee is in breach of clause 5 or 7 of this Agreement.
13.2 Termination under this clause shall not affect any other rights or remedies Licensor may have.
14.0 License Fee
14.1 In consideration for the License grant described in this License Agreement, Licensee shall pay the License fee as stated at time of purchase immediately upon execution of this Agreement.
14.2 The License fee and any other amounts payable by Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which if found to be applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice.
15.1 Licensee shall not assign any rights of this License Agreement, without the prior written consent of Licensor.
16.0 Advertisers, Third Parties and Sponsors
16.1 Your business dealings and correspondences with any third parties, including payment and delivery of any products or services, are solely between you and such sponsor. You agree that Reading Elephant LLC shall not be responsible or liable for any loss or damage incurred as the result of any business dealings or correspondences with any sponsors, advertisers or third parties.
17.1 Reading Elephant LLC or third parties may provide links to other websites or resources. Reading Elephant LLC is not responsible or liable for the availability of such external websites or resources. Reading Elephant LLC is not responsible or liable for the content, products, accuracy, advertising, or quality of any third party websites or resources.
18.1 All notices required under this Agreement shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid. All notices given by either Party must be sent to the address of the other.
19.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.
20.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.
21.0 Entire Agreement
21.1 This Agreement and any other terms and conditions of service on a Reading Elephant LLC website contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. All modifications to Reading Elephant LLC TOS will be effective immediately and will replace all prior TOS.